Change the Registered Office of Your German Company

Key Highlights

• Changing the registered office in Germany involves passing a board or shareholder resolution, preparing supporting documents, and submitting them to the Handelsregister (Commercial Register) through a notary.
• Companies must provide a rental or ownership certificate, a board resolution, and ID proof of authorized signatories. Notarized documents are filed electronically with the Commercial Register, followed by notifications to the tax office, IHK, and other institutions.
• Frequent errors include missing filing deadlines, failing to update tax and registry records, or using an address that does not meet zoning rules. Ensure all updates are made across physical and digital business materials to maintain compliance.
• Commenda simplifies the Change of Registered Office in Germany by managing all filings, notarizations, and authority notifications. Their expert team ensures accuracy, legal compliance, and timely completion of the process.

Introduction

Changing your company’s registered office address in Germany is a regulated corporate action governed by the German Commercial Code (Handelsgesetzbuch, HGB) and the Limited Liability Companies Act (Gesetz betreffend die Gesellschaften mit beschränkter Haftung, GmbHG). A Change of Registered Office in Germany involves formal resolutions, notarized filings, and timely notifications to regulatory authorities such as the Handelsregister (Commercial Register) and Finanzamt (Tax Office).

Your company’s registered office, known in German as Geschäftssitz, is more than just a mailing address. It serves as the company’s legal domicile, determining its jurisdiction for lawsuits, taxation, and registration responsibilities. An incorrect or outdated address can lead to severe compliance violations, misdirected legal correspondence, or even deregistration.

Why Companies Change Their Registered Office

Companies in Germany typically change their registered office for practical, strategic, or financial reasons. One of the most common drivers is relocation, moving to a new facility due to expansion or operational needs. As businesses grow, their workforce and infrastructure often outgrow their existing premises.

Another reason for a Change of Registered Business Office in Germany is corporate restructuring or merger activity. When companies consolidate operations or merge subsidiaries, they often centralize administrative functions under a single registered office to streamline compliance and reporting.

Tax and cost considerations also play a role. Some municipalities have varying trade tax (Gewerbesteuer) rates, which can influence a company’s decision on where to register its seat. Businesses sometimes relocate for logistical convenience, such as proximity to clients, suppliers, or transport hubs.

Understanding the Registered Office Requirement in Germany

In Germany, every company must have a clearly defined registered office (Geschäftssitz), which determines the company’s legal domicile. This address appears in all public records, including the Handelsregister and Bundesanzeiger (Federal Gazette).

The registered office serves several legal purposes:

• It determines jurisdiction for court proceedings and regulatory matters.
• It identifies where official notices, tax forms, and judicial communications are delivered.
• It establishes the place of management (Verwaltungssitz) for corporate governance.

The requirement is anchored in §§ 10 and 11 GmbHG for GmbH and UG entities, and in §§ 53 and 13d HGB for other commercial entities. According to these provisions, the office must be a physical, accessible location with business signage, where the company can receive official mail and inspections.

Companies operating without a valid registered office or using only a virtual address risk penalties, including suspension from the trade register.

Who Can Approve the Change of Registered Office

Approval procedures vary based on the company’s legal structure. In most cases, the managing director(s) or the board must initiate and approve the Change of Registered Office in Germany by formal resolution.

• For GmbH and UG (haftungsbeschränkt): The managing directors (Geschäftsführer) must pass a resolution. If the move affects provisions in the Articles of Association, such as the city or state listed in the company charter, shareholders’ approval and notarization are required.
• For AG (Aktiengesellschaft): The board of management proposes the change, and the supervisory board must confirm it.
• For partnerships (OHG or KG): Partners typically approve the change unanimously unless otherwise specified in the partnership agreement.

The company secretary or legal representative prepares the required documentation, coordinates notarization, and files the application with the relevant Handelsregister.

Types of Registered Office Changes in Germany

There are three main types of Registered Office Amendments in Germany, each requiring different approvals and filings:

Type	Example	Required Approvals	Notifications
Within the same municipality	Berlin to Berlin	Board resolution	Local Bürgeramt
Between cities (same state)	Munich to Nuremberg	Board/shareholder resolution + notarization	New city’s municipal registry
Between federal states	Hamburg to Düsseldorf	Shareholders + notarized amendment	New state’s Handelsregister

The distinction arises because Germany’s 16 federal states (Bundesländer) each maintain their own trade registries. Moving from one to another involves jurisdictional transfer and possible updates to the Articles of Association.

This step is crucial because the Handelsregister determines the competent court and oversight authority for your company. A wrong or incomplete transfer can delay filings and disrupt legal continuity.

Documents Required for All Types of Change

To complete a Change of Registered Address in Germany, the following documents must typically be prepared and submitted:

1. Board or shareholder resolution authorizing the change.
2. Proof of the new address, such as a lease contract, landlord consent letter, or property deed.
3. Updated Articles of Association, if the city or federal state listed in the articles changes.
4. Recent trade register extract (Handelsregisterauszug) no older than 3 months.
5. Identification documents for signatories (passport or German ID).
6. Completed Handelsregister application form, signed and notarized.
7. Bank confirmation or tax number update, if required.

It’s recommended to retain notarized copies of all documents for internal audit records. The German Notary Chamber (Bundesnotarkammer) oversees notarial authentication, which is mandatory for corporate filings.

Step-by-Step Process to Change the Registered Office in Germany

Here is the detailed step-by-step process to implement a Change of Registered Office in Germany:

1. Internal Resolution: The board or shareholders pass a formal resolution approving the address change. This resolution forms the legal basis for all subsequent filings.
2. Notarization of Changes: If the move affects the Articles of Association (e.g., a change of city or state), the resolution must be notarized. The notary prepares and authenticates the amendment deed (Änderungsbeschluss).
3. Filing with the Handelsregister: Submit the notarized amendment, proof of new address, and updated Articles (if applicable) to the Amtsgericht overseeing the new jurisdiction. Filings can be submitted electronically via the Handelsregister portal.
4. Tax Authority Notification (Finanzamt): Notify the Finanzamt responsible for your new jurisdiction. Address changes between municipalities may alter your trade tax (Gewerbesteuer) obligations.
5. Inform Stakeholders and Financial Institutions: Update your address with banks, insurers, and contractual partners to prevent communication issues.
6. Confirmation and Public Disclosure: Once approved, the new address is entered in the Handelsregister and the Bundesanzeiger.

Typical processing times range from 2 to 3 business days, depending on the complexity of filings and the efficiency of your notary.

Documents Required for Address Change

You’ll need to submit:

• Passport or European ID card (for all associated persons)
• Extract from the Trade Register not older than 3 months (for all associated legal persons)
• Document, authorizing the use of the registered office address (Copy of the Rental Agreement, Authorization Letter from the Owner, Certificate on Property)
• Filing fees are €495.

Ensure that all submissions comply with the German Commercial Register Ordinance (Handelsregisterverordnung, HRV).

Regulatory Authorities to Notify

Once your application is approved, inform the following authorities and entities:

1. Handelsregister (Commercial Register) – mandatory filing authority for registered office changes.
2. Finanzamt (Tax Authority) – updates tax identification and trade tax jurisdiction.
3. Industrie- und Handelskammer (IHK) – ensures correct local chamber registration.
4. Social Insurance and Labor Authorities – for employee registration and contribution management.
5. Banks and Insurers – for KYC updates and account correspondence.

Failure to notify within 2 weeks of the change can result in fines or outdated tax and commercial data.

Official guidance is available from the Federal Ministry for Economic Affairs and Climate Action (BMWK).

Updating Business Stationery and Digital Assets

After approval, you must update your company’s address across all communication materials. Under §37a HGB, all commercial correspondence must include accurate company details.

Update the following:

• Invoices, contracts, and company letterheads
• Email signatures and digital templates
• Website footer and domain WHOIS details
• Social media and Google Business profiles

Also, notify online directories and licensing platforms where your business is listed. Inaccurate public information can confuse clients and undermine professional credibility.

Penalties or Legal Consequences of Not Updating the Registered Office

Failure to properly process a Company Address Change in Germany can have significant legal and financial consequences:

• Administrative fines for late or inaccurate filings.
• Loss of official correspondence, including tax and court notices.
• Risk of deregistration from the Handelsregister due to non-compliance.
• Potential reputational damage, especially for regulated entities like financial or healthcare companies.

Additionally, failure to update your tax registration can lead to errors in VAT and sales tax reporting. Learn more about compliance from Why sales tax is essential and Sales tax compliance.

Best Practices When Changing Your Registered Office

To ensure a smooth and compliant transition:

• Plan early, initiate the process at least one month before the move.
• Maintain a complete documentation trail for internal and external audits.
• Verify deadlines and requirements with your notary and Handelsregister.
• Keep both addresses operational during the transition to avoid communication gaps.
• Consult professionals such as Commenda to manage filings, notifications, and documentation.

Companies often underestimate the complexity of state-specific requirements. Partnering with a compliance specialist can reduce delays and ensure legal accuracy throughout the process.

What to Consider When Moving Your Registered Office Internationally

Transferring your registered office outside Germany introduces additional regulatory, tax, and legal considerations. Germany distinguishes between cross-border relocations within the EU and outside the EU.

Before relocating internationally, consider:

• Corporate structure recognition – not all jurisdictions recognize German GmbH or UG entities directly.
• Exit taxation (Wegzugsbesteuerung) – may apply to corporate assets leaving Germany.
• Employee and payroll obligations – ensure continuity of social contributions.
• Data protection compliance (GDPR) – applicable across the EU.

Commenda offers end-to-end assistance for international registered office transfers, handling notarial filings, cross-border coordination, and documentation to ensure regulatory compliance.

How Commenda Simplifies Your Registered Office Change

Commenda specializes in managing corporate compliance and administrative filings. The platform offers:

• Automated filing workflows for faster address change submissions.
• Document preparation and notarization support, tailored to German legal standards.
• Multi-jurisdiction coordination, ensuring seamless updates across tax and trade authorities.
• Audit-ready documentation for future verification.

Commenda’s expertise ensures that your Change of Registered Office in Germany is processed accurately, efficiently, and within legal deadlines.

To strengthen your company’s compliance foundation, explore Commenda’s resources on Sales tax audit, Economic nexus, and Sales tax exemption certificate. Book a demo call with Commenda today!

FAQs

1. What is a company’s registered office, and why is it required in Germany?

The registered office (Geschäftssitz) is the company’s official legal address for receiving all correspondence from government agencies, tax offices, and courts. Under §10 of the GmbHG (Limited Liability Companies Act) and §53 of the HGB (German Commercial Code), every business entity, whether a GmbH, UG, or AG, must have a physical, verifiable office in Germany.

2. Can I use my home address as the registered office in Germany?

Yes, it is legally possible to use a residential address as your company’s registered office, provided that local zoning regulations (Bauordnungsrecht) permit commercial use of the premises. In such cases, you must also obtain written authorization from the property owner or landlord confirming consent for business registration at that address.

3. How long does it take to change the registered office address in Germany?

Typically, the Change of Registered Office in Germany takes between 2 and 10 business days, depending on the federal state and the local registry’s workload. The process includes document notarization, submission to the Handelsregister, and updates with the Finanzamt (tax office).

4. Do I need to inform the tax authority when I change my registered office address?

Yes. Notifying the Finanzamt is a legal requirement whenever your company changes its registered office address, especially if the move involves a different municipality. This ensures that your company’s tax jurisdiction and correspondence records are up to date. Failure to inform the tax authority may lead to misrouted tax notices, delayed filings, or penalties for non-compliance.

5. What documents are required to change the registered office address for a company?

The documentation required for a Change of Registered Office in Germany includes a board or shareholder resolution approving the address change, proof of the new office location (such as a lease agreement, property ownership certificate, or landlord authorization), and updated Articles of Association if the move affects company clauses.

6. Can a company move its registered office from one city to another or from one state to another in Germany?

Yes, companies are allowed to relocate their registered offices across cities or even federal states. A move within the same town only requires a simple board resolution and local filing. In contrast, a move between cities or federal states requires notarized amendments to the Articles of Association and re-registration with the Handelsregister of the new jurisdiction.

7. What happens if I do not update my company’s registered office address within the timeframe?

Suppose your company fails to update its registered office address within two weeks of relocation. In that case, it may face administrative fines and potential issues such as deregistration or invalid service of legal documents. Missing legal notices or tax letters can result in serious compliance risks and financial penalties.

8. How can Commenda help with changing my company’s registered office in Germany?

Commenda provides end-to-end compliance management for companies undergoing a Change of Registered Office in Germany. Their services include drafting board resolutions, preparing notarized filings, submitting applications to the Handelsregister, and notifying all relevant authorities, such as the Finanzamt, IHK, and local chambers.